SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Event: March 1, 2000
Date of Report: March 9, 2000
PLM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1-9670 94-3041257
(Commission File Number) (I.R.S. Employer Identification Number)
One Market
Steuart Street Tower, Suite 800
San Francisco, California 94105-1301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 974-1399
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 1, 2000, the registrant completed the sale of its industrial and
commercial equipment leasing and financing subsidiary, American Finance Group,
Inc., pursuant to the Stock Sale Agreement, dated as of October 26, 1999 and
amended as of January 24, 2000 and March 1, 2000, between Guaranty Federal Bank,
F.S.B. and the registrant. The Stock Sale Agreement (excluding the March 1, 2000
amendment) is attached as Annex A to the registrant's definitive proxy statement
filed with the Commission on February 4, 2000, which is incorporated by
reference herein. The March 1, 2000 amendment to the Stock Sale Agreement is
attached as Exhibit 2.2 hereto.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) PRO FORMA FINANCIAL INFORMATION.
Pro forma financial information required by Article 11 of Regulation S-X is set
forth in the registrant's definitive proxy statement filed with the Commission
on February 4, 2000, which is incorporated by reference herein.
(c) EXHIBITS.
2.1 Stock Sale Agreement, dated as of October 26, 1999 and amended as of
January 24, 2000, between Guaranty Federal Bank, F.S.B. and the
registrant (incorporated by reference to Annex A to the registrant's
definitive proxy statement filed with the Commission on February 4,
2000).
2.2 Amendment No. 2 to Stock Sale Agreement, dated as of March 1,
2000, between Guaranty Federal Bank, F.S.B. and the registrant.
<PAGE>
AMENDMENT NO. 2 TO STOCK SALE AGREEMENT
This Amendment No. 2 to Stock Sale Agreement (this
"Amendment") is made as of March 1, 2000 by and between Guaranty Federal Bank,
F.S.B., a federally chartered savings bank ("Purchaser"), and PLM International,
Inc., a Delaware corporation ("Seller"), in connection with that certain Stock
Sale Agreement, dated as of October 26, 1999, by and between Purchaser and
Seller (the "Stock Sale Agreement").
WHEREAS, Purchaser and Seller constitute all of the parties
to the Stock Sale Agreement;
WHEREAS, the parties hereto have previously entered into
Amendment No. 1 to Stock Sale Agreement, dated as of January 24, 2000 (the
"Prior Amendment"); and
WHEREAS, the parties hereto desire to enter into this
Amendment to amend Section 5.16 of the Stock Sale Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants and agreements set forth herein, and intending to be
legally bound hereby, the parties hereto hereby agree as follows:
1. DEFINITIONS. Capitalized terms used and not otherwise defined
herein shall have the respective meanings assigned to such terms in the Stock
Sale Agreement.
1. Inland Leases. The definition of "Inland Leases" set forth in
Section 9.1 is hereby amended to read in its entirety as follows:
"Inland Leases" shall mean those Leases listed on Exhibit C hereto, and
the Leased Property associated therewith.
2. Seller Inland Leases. Section 9.1 is hereby amended to include
the following definition:
"Seller Inland Leases" shall mean the Inland Leases listed on Exhibit
C-1 hereto.
2. EXHIBITS. The list of exhibits set forth on page iv of the Stock
Sale Agreement is hereby amended by adding the following:
"Exhibit C-1 Seller Inland Leases"
"Exhibit E Servicing Agreement."
3. INLAND LEASES. Section 5.16 of the Stock Sale Agreement is hereby
amended to read in its entirety as follows:
Prior to the Closing Date, Seller shall take, and cause the Company to
take, all action necessary to transfer to a Person other than the
Company or any Company Subsidiary, the Inland Leases, in each case on
commercially reasonable terms reasonably satisfactory to Purchaser and
in compliance with all applicable laws. In the case of the Seller
Inland Leases, (a) the transfer of Seller Inland Leases to Seller may
be effected by dividend, and Seller may cause the Company to utilize
the proceeds from the sale of Inland Leases to third parties to repay
any and all debt of the Company relating to the Seller Inland Leases,
(b) the Company and Seller shall enter into a servicing agreement
substantially in the form of Exhibit E hereto pursuant to which the
Company shall service the Seller Inland Leases on behalf of Seller. The
proceeds of the transfer of the Inland Leases, less any amounts
utilized by the Company to repay any debt of the Company relating to
the Inland Leases as set forth above, shall be identified to Purchaser
prior to the Closing and shall remain with the Company on the Closing
Date.
4. EFFECT ON STOCK SALE AGREEMENT. Except as set forth above and in
the Prior Amendment, all provisions of the Stock Sale Agreement shall remain in
full force and effect.
5. INCORPORATION. The Stock Sale Agreement is hereby further amended
by replacing Exhibit C and attaching Exhibits C-1 and E (each as attached to
this Amendment) to the Stock Sale Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their duly authorized representatives
as of the day and year first above written.
PLM INTERNATIONAL, INC., Seller
By: ROBERT N. TIDBALL
Name: Robert N. Tidball
Title: Chairman of the Board
GUARANTY FEDERAL BANK,
F.S.B., Purchaser
By: Ronald D. Murff
Name: Ronald D. Murff
Title: Chief Financial Officer
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned hereunto duly authorized.
PLM INTERNATIONAL, INC.
(Registrant)
DATE: March 9, 2000
By: /s/ Susan C. Santo
Susan C. Santo
Vice President, Secretary and
General Counsel
<PAGE>
